The OOD (ООД) and its single-owner version, the EOOD (ЕООД), are Bulgaria's equivalent of the limited liability company — and by far the most common corporate form in the country. Hundreds of thousands of Bulgarian businesses, from one-person consultancies to substantial trading companies, operate as OOD or EOOD.
This guide covers what foreign founders actually need to know in 2026: capital requirements, the registration process, taxation, liability, and the practical quirks — including the ones that surprise international clients.
OOD vs EOOD: What's the Difference?
Legally, almost nothing. Both are limited liability companies governed by the same provisions of the Bulgarian Commerce Act (Търговски закон, Art. 113–157). The only distinction is the number of owners:
- OOD (ООД) — two or more shareholders (called "partners" / съдружници)
- EOOD (ЕООД) — a single owner, whether an individual or another company
An EOOD automatically becomes an OOD if a second partner joins, and vice versa — no re-incorporation needed. For most solo founders, the EOOD is the natural starting point.
Key Features at a Glance
| Feature | OOD / EOOD |
|---|---|
| Minimum capital | EUR 1 |
| Owners | 1 (EOOD) or 2+ (OOD); individuals or legal entities, any nationality |
| Liability | Limited to the company's assets; partners risk only their contribution |
| Management | One or more managing directors (управител); need not be a shareholder or Bulgarian resident |
| Corporate tax | 10% flat |
| Dividend tax | 5% withholding (often reduced by treaty or EU directives) |
| Registration time | Typically a few business days once documents are complete |
| Accounting | Mandatory; annual financial statements filed with the Commercial Register |
Minimum Capital: EUR 1 on Paper, a Bank Account in Practice
Bulgaria abolished any meaningful capital requirement years ago — the statutory minimum is EUR 1. The real friction point for foreign founders is not the amount but the mechanism: the capital must be deposited into a capital accumulation account (набирателна сметка) at a bank before registration, and Bulgarian banks require the founder's presence or a carefully drafted power of attorney to open one.
For founders who cannot travel to Bulgaria and want a fully remote setup, this is a genuine obstacle — and one of the main reasons the newer variable capital company (ДПК) has become our recommended alternative for international clients: it has no capital deposit requirement at all.
Registration: Step by Step
- Choose a company name — must be unique in the Commercial Register; a preliminary name check takes minutes.
- Draft the founding documents — articles of association (дружествен договор for OOD, учредителен акт for EOOD), the incorporation minutes, manager's consent and specimen signature (notarized), and declarations required by law.
- Deposit the capital in a capital accumulation account.
- File with the Commercial Register (Registry Agency) — online with a Bulgarian qualified e-signature or on paper. The state fee is modest; online filing is cheaper.
- Registration is completed usually within a few business days. The company receives its UIC (ЕИК) number and legally exists from that moment.
Post-registration steps typically include opening a permanent bank account, VAT registration where required, and setting up accounting. Bulgaria's Commercial Register was ranked #1 in the world in 2025 for data accessibility — company data, filings and financial statements are publicly searchable online.
Taxation of an OOD/EOOD
- Corporate income tax: 10% flat on profit — the lowest headline rate in the EU together with Hungary.
- Dividend withholding: 5% on distributions to individuals and non-EU entities; distributions to EU/EEA parent companies are generally exempt. Bulgaria's network of 70+ double tax treaties can reduce rates further for foreign owners.
- VAT: registration becomes mandatory above the statutory turnover threshold (EUR 51,130); voluntary registration is possible from day one and often advisable for B2B businesses.
Management and Liability
The company is run by one or more managing directors, who may but need not be shareholders. There is no residency or nationality requirement for either shareholders or managers. The manager represents the company before third parties and bears personal liability for certain tax and insolvency-related breaches — a point foreign owners appointing local managers should take seriously in both directions.
Shareholders' liability is capped at their capital contribution. Personal assets are protected except in cases of fraud or specific statutory liability.
Transferring Shares: The Notary Step
One structural feature to plan around: transfers of OOD/EOOD shares require a notarized transfer agreement (notarization of both signatures and content), plus declarations confirming the company has no unpaid wages or social security obligations to employees. The transfer takes effect upon entry in the Commercial Register.
This makes ownership changes more formal — and more expensive — than in some jurisdictions. If you anticipate frequent equity movements, employee share schemes or vesting arrangements, the DPK's register-based share transfers are significantly more flexible. Our Transfer of Shares Notary Fees Calculator shows the exact cost for your transaction.
Who Should Choose an OOD/EOOD?
The OOD/EOOD remains the right choice when:
- you want the most established, universally recognized Bulgarian corporate form — banks, counterparties and authorities know it inside out;
- ownership is stable and share transfers will be rare;
- you are a solo founder or small stable partnership running a services, trading or holding business.
Consider alternatives when: you need remote incorporation without a bank capital account (→ DPK), you plan startup-style equity with vesting and option pools (→ DPK), or you operate in a licensed sector requiring a joint-stock company (→ EAD/AD).
Frequently Asked Questions
Can a foreigner own 100% of a Bulgarian EOOD?
Yes. There are no nationality or residency restrictions on shareholders or managers. A foreign individual or foreign company can be the sole owner of an EOOD.
What is the minimum capital for an OOD or EOOD?
EUR 1. The capital must be deposited in a bank accumulation account before registration, which in practice requires either a visit to Bulgaria or a power of attorney.
How long does it take to register an EOOD in Bulgaria?
Once documents are prepared and the capital is deposited, the Commercial Register typically completes registration within a few business days.
What taxes does a Bulgarian OOD pay?
10% flat corporate income tax on profit and 5% withholding tax on dividends distributed to individuals (reduced or eliminated for EU parent companies and under many double tax treaties). VAT registration applies above the statutory turnover threshold.
Do I need to live in Bulgaria to manage my EOOD?
No, but where the company is actually managed from can affect its tax position. If all management decisions are genuinely made from another country, that country may claim taxing rights under its "place of effective management" rules. Real substance in Bulgaria protects the 10% tax treatment.
How Corporate Bulgaria Can Help
We register OOD and EOOD companies for international founders end to end: name check, drafting, capital account coordination, Commercial Register filing, VAT registration and bank account support — plus honest advice on whether an EOOD or a DPK is the better fit for your situation. Get in touch to discuss your setup.
This article is for general information only and does not constitute legal or tax advice.
